Equestria
by Redwallfan2000
Summary: The Changelings return and are worse then ever before. Killing Princess Celestia and conquering Equestria. Now Princess Luna the surviving Princess must take up the surviving members of Equestria and organize an army to defeat the Changelings and take back Equestria can Luna lead a team of Peaceful ponies to victory over an aggressive enemy?
1. Prolouge: The Three Sisters

Equestria

**Disclaimer: I do not own My Little Pony Friendship is Magic. I do own Pumpkin Spice, Harvest Leaf, and Christmas Gift.**

Prologue: Introducing the sisters

The morning light hit a small cottage. Two ponies began walking around conducting their business. One of these ponies was at a huge pumpkin Patch tending to them. She was a lighter orange that Applejack was and had the same color mane and tail along with a black bowtie tied around her mane on her flank was a jack-o-lantern. Right now she was working using her telekinesis on the pumpkins to weed them. Her careful blue eyes scanned the seen. As the oldest of her three sisters Pumpkin Spice as she was in charge of the Pumpkin Patch. Normally this would've been a job for an Earth Pony but she didn't mind.

"Hey sis!" another pony called out as she flew out.

She was a white Pegasus pony. Now unlike most ponies the Pegasus Pony had a red mane with a green tail, on her flank was a gift Cutie Mark.

"Morning Christmas Gift" Pumpkin Spice told the Pegasus Pony whom was her youngest sister "Early morning shift?"

"You got it sis" the Pegasus Pony spoke and she landed at Pumpkin Spice's side going back to work.

While she was walking a Green Earth Pony had walked out of the house. She she wore glasses, had a light blue mane and tail with an autumn leaf on her flank. She was the middle sister of the three ponies

"Good morning Harvest Leaf" Both sisters said.

"Good morning Pumpkin Spice, and Christmas Gift" Harvest Leaf spoke looking around.

Harvest Leaf also was a strange Pony, she often tended to the families garden in her free time, out of all the ponies she was the Historian of Ponyville, in other words keeping record of how Equestria was made, how Ponyville was founded, and other historical archives as well as writing down events that were planned on that year.

"So" Pumpkin Spice spoke to her two sisters "It's almost harvest time for the Pumpkins and you know what that means."

Harvest Leaf smiles fondly, it didn't seem as the orange Unicorn to be competitive but she was during harvest time. She then turns "Well Pumpkin Spice need any help in setting up your stand?"

"No, need too" Pumpkin Spice said using Telekinesis on the pumpkins "Tomorrow the Pumpkins will be ready to harvest and then, I'll need to make some food items, Pumpkin Pie, Pumpkin Cookies the whole lot.

Harvest Leaf went inside her house leaving Pumpkin Spice to care for the Pumpkins even going down so far in using a check list of all the recipes she had to make "Now let's first day of sails, boy I always get down into this mode!"

Christmas Gift actually flies off "Well I'll be off big sister! Don't want to be late!"

"Gotcha!" Pumpkin Spice said "Just be safe doing it."

"Pumpkin Spice," Christmas Gift giggled "When have you ever heard of me not being safe?"

Pumpkin Spice just sighs smiling then gets back to work.

End of Prologue, I have introduced you to my OC's. The next chapter is sure to follow. So the next chapter is called, Chapter 1: Friendly Family Rivalry! Applejack vs. Pumpkin Spice!


	2. Chapter 1: Friendly Family Rivalry

Chapter 1: Friendly Family Rivalry, Applejack vs. Pumpkin Spice.

**Disclaimer: I do not own My Little Pony Friendship is Magic. I do own Pumpkin Spice, Harvest Leaf, and Christmas Gift.**

Two days had passed with Pumpkin Spice using her telekinesis spell on her Pumpkin products. She had made it back to Ponyville, Christmas Gift and Harvest Leaf had decided to help their oldest sister in setting up the booth. As she had always did during her harvest days Pumpkin Spice lit erally worked from dusk till nightfall working on harvesting her Pumpkin Patch even making the products. It was day one of selling the products and she really looked forward into this time. Christmas Gift turns to Pumpkin Spice as she finishes helping her sister place the last item up "That's the last of them."

"Thanks you two" Pumpkin Spice told her two sisters.

"You're welcome" both Christmas Gift and Harvest Leaf said.

Pumpkin Spice checks her supplies one last time then turns as Harvest Leaf said "Good luck sis! I guess we'll see you by this evening?"

"Yes," Pumpkin Spice told her middle sister.

Christmas Gift turns to her sisters "Well time for me to go to work, I'll be back after my run is done."

"Have fun Christmas Gift" Pumpkin Spice told her youngest sister.

"I will" Christmas Gift replies flying off.

Both Harvest Leaf and Pumpkin Spice were about to open the area up when an orange Earth Pony with a blond mane and tail appeared. She wore a hat, had green eyes, and her Cutie Mark was three apples. Besides the orange Earth Pony was a purple Unicorn with a dark blue with a hint of pink in her mane and tail, her Cutie Mark was a huge star. Harvest Leaf sighs once as Pumpkin Spice turns giving the Earth pony a look "Applejack!" Pumpkin Spice shouted with the Earth Pony Applejack shouting "Pumpkin Spice!"

The two just glare at each other with the purple unicorn looking confused on why the two were giving each other rivalry looks with Harvest Leaf smiling knowing that this was the time of year for this to happen.

Without warning both Applejack and Pumpkin Spice ran towards each other and to the purple unicorn, it looked like they were going to fight but then the two stopped and actually gave each other a hug.

"Pumpkin Spice, it looks like it's that time of year again!" Applejack told her.

"Indeed Applejack, IT IS ON once again" Pumpkin Spice said.

**Redwall opening theme**

**Commerical Break  
**

**Back to show  
**

"Uh Applejack, who is she?" the purple Unicorn asked.

Applejack answers her "Why Twilight, let me introduce you to my cousins here!" she pauses turning to both unicorns "Twilight Sparkle, meet my cousin Pumpkin Spice, cousin Pumpkin Spice, meet Twilight Sparkle."

Both unicorns shake hooves "Nice too meet you."

It was then Harvest Leaf shyly walks out of the booth, for an Earth Pony whose job it was to write down the town's history, this was a small problem. Harvest Leaf was shy around other ponies, but not as shy as Fluttershy.

"And who is that?" Twilight Sparkle asked "I'm Twilight Sparkle by the way."

"M-M-M-M-My name is Harvest Leaf" Harvest Leaf said and Twilight Sparkle beams with pride "Oh my gosh, so you are Ponyville's historian! I would've thought it would've been Pumpkin Spice here she is a unicorn."

"Yeah I maybe a unicorn" Pumpkin Spice told Twilight Sparkle "But I am the oldest out of my sisters."

"Sisters?" Twilight asked and Harvest Lead nods "Yes, Pumpkin Spice is my big sister, we have a little sister too."

"Oh yeah Christmas Gift" Applejack admitted "Where is she?"

"Out flying on her deliveries" Pumpkin Spice said smiling she turns to Applejack whom asks "So let me guess you're letting Harvest Leaf help you today."

Harvest Leaf decides to answer "A-A-A-Actually I was helping her setting the shop up, but as the oldest she is in charge of the sales and anything that is related to our pumpkin patch."

"Oh..." came a new voice which caused the ponies to look up to see Christmas Leaf flying, she was now carrying a bag of gifts around her neck.

"Hey!" Applejack called out to her "If it isn't my youngest Cousin and Applebloom's favorite cousin, Christmas Gift!"

The Pegasus pony turns smiling waving a hoof "Hey there cousin Applejack."

"Looks like her job is different than any other Pegasi ponies" Twilight Sparkle said smiling "Looks like she delivers gifts."

"She does" Pumpkin Spice said smiling "Looking for some pony sis?"

"I am" Christmas Gift admitted "I'm looking for this Rainbow Dash pony, she was supposed to be in Cloudsdale."

As if on cue a blue Pegasus Pony with straight eye lashes, a rainbow mane, and tail appeared. On her flank was a white cloud with a rainbow like lighting bolt coming from under it "Oh, that's me! I'm Rainbow Dash, Christmas Gift."

"Oh hello Rainbow Dash, I'm Christmas Gift, and I have something to give to you" Christmas Gift said she reaches for the inside of her sack of gifts and retrieves the package and gives it to Rainbow Dash.

"Oh, thank you, Christmas Gift" Rainbow Dash spoke taking the gift then she opened it and her jaw dropped "Oh how could've I forgotten about this? It's the Wonderbolt Costume I ordered for the next Night Mare Night! Thanks for delivering it to me Christmas Gift.

Well, I didn't get the memo, I had a big delivery in another place in Equestria."

"That's true" Harvest Leaf admitted "Out of all of us Christmas Gift due to her job travels all across Equestria, and some places aren't well easy to travel too."

Rainbow Dash nods understandingly "Oh, then that's okay."

Christmas Gift just gives her two sisters along with Rainbow Dash, and Twilight Sparkle a wink "Well I better be off, lots of deliveries I need to make...Now let's see the next package is too...Hmm Derpy."

She then flies off to do more deliveries.

After a few moments both Applejack and Pumpkin Spice had their booths up. Twilight Sparkle watches as for some odd reason the two ponies seemed to be competive. Seeing this she turns to Harvest Leaf "Uh, Harvest,"

"Yes, Twilight Sparkle?" Harvest Leaf asked the purple Unicorn.

"Um is it just me or is your older sister and Applejack competive over each other?" she asked.

"It's not just you" Harvest Leaf admitted as a pony walked to Pumpkin Spice and this pony was no other than a Pink Earth Pony with a pink mane and tail. On her flank were three balloons for her Cutie Mark.

Seeing the pink Earth Pony, Pumpkin Spice smiled "Good morning Pinkie Pie!"

"Good morning Pumpkin Spice, I see you have a full load of Pumpkin Products!"

"I do" Pumpkin Spice says to her "So what will it be?"

Pinkie Pie makes her selection "Oh the usual a whole pumpkin pie and OH some pumpkin cookies."

Pumpkin Spice nods turning to the two items "Coming right up." she uses her Telekinesis to give Pinkie Pie the items and even a bag to place on herself so she could take the items home "That'll be five bits."

Pinkie Pie agrees for the amount of time and effort Pumpkin Spice took in creating these yummy goodies then pays it.

Needless to say both Ponies were hard at work still showing something to Twilight Sparkle whom asked Applejack "Applejack...What is going on between you and Pumpkin Spice?"

Havest Leaf answers "Their family friendly rivalry."

Applejack nodded as "Yes, ever sense Pumpkin Spice and I first me as fillies." Twilight Sparkle pauses watching as Applejack explain on how her relationship with Pumpkin Spice.

_**Flashback**_

_Way back before Applejack or Pumpkin Spice gained their Cutie Marks it happened. Easter was a white grayish Earth Pony she had blue eyes, an amberish color mane and tail on her flank was her Cutie Mark a symbol of hope she was walking alongside her filly Pumpkin Spice, Harvest Leaf was still a fole living with her father and Christmas Gift was not even born yet but she was expecting her third daughter, Knowing that Pumpkin Spice was the oldest daughter she had, Easter was bringing along Pumpkin Spice to teach her the ropes of what as the oldest she was supposed to do in the future. Along the way to Ponyville they were unaware that there were other ponies that were walking towards them! One of the ponies was a big red Stallion with a green Apple on his flank right alongside him was Applejack._

_ The young Fillies were paying attention to their parents or brother in Applejack's case. Easter and Big Macintosh the red Stallion stopped and both young fillies bumped into each other._

_ "Hey, watch where you're going!" the two shouted to each other._

_ The two blink looking at each other for they were almost identical. Heck they even checked their own hooves. The only thing not matching were their slight color difference of a lighter orange and the items they wore, Applejack even as a filly wore a hat and Pumpkin Spice wore a black bow tie._

_ "Oh who are you?" the two asked with Applejack turning "Aunt Easter!"_

_ Easter smiles "Good morning Applejack, Applejack this is my oldest daughter Pumpkin Spice, Pumpkin Spice meet your cousin Applejack."_

_ "We're cousins?" Applejack and Pumpkin Spice asked then they shook hooves "Sorry for running into you."_

_ "Oh that's okay" Applejack said "So what are you and Aunt Easter doing this early in the morning?"_

_ Easter replies "We are going to set up a booth to sell our products. I'm teaching her the ropes" she looks at Big Mac "So Big Macintosh? Teaching your sister Applejack the ropes?"_

_ The Stallion replies with his usual nod while speaking "Eeyep!"_

_ "Sweel were farmers!" Applejack told Pumpkin Spice "We should get together sometime and work together."_

_ "That could happen during the off season" Easter told her but it was Pumpkin Spice that answers "Sense I am the oldest of my three sisters, I need to sell my family's pumpkin supplies."_

_ This caused Applejack to look at her cousin "Pumpkins your selling Pumpkins? Ha, that's a laugh! Apples sells more!"_

_ This caused a small spark to be seen coming from the two fillies as Applejack declares the challenge "We'll see what sells more after today!"_

_ "You got yourself a deal!" Pumpkin Spice agreed._

_ To Easter and Big Macintosh, they really should've seen it coming and it was Easter that spoke to him "Looks like my daughter and your sister are going to be the next members of our family rivalry."_

_ Big Mac just shakes his head yes "Eyep."_

_**End of Flashback**_

Twilight Sparkle was shocked to hear this coming from Applejack and Harvest Leaf.

Applejack turns to her friend Twilight Sparkle, "So you see Twi, Pumpkin Spice is my cousin but we've been sharing a family rivalry between the two of us. I must say it's gotten better between the two of us."

"How bad did it get when the two of you were fillies?" Twilight asked.

Harvest Leaf giggled at the question "Ever sense the sells were the same after the two first met, both Applejack and Pumpkin Spice did absolutely anything to try to gain more sells. Usually getting up very early working in Applejack's case and using magic to speed up the growth."

Hearing this Twilight simply giggled at the remark "Ha,ha,ha I actually could see any Unicorn farmer doing that to a rival."

"She was getting more sells at first" Applejack admitted "Because her spell made the pumpkins grow bigger and quicker-"

"But in the end" Harvest Leaf explains "It all ended the same."

Twilight Sparkle watches as the two ponies were giving each other rivalry looks. She could tell the two had grown up to enjoy the competition she then asks out "Did Easter ever catch Pumpkin Spice doing it?"

Again some more chuckles came from Harvest Leaf "Yeah, but because the sails ended up the same in the end she didn't really punish Pumpkin Spice for doing it in a way to cheat however..."

"However ever what?" Twilight asks.

Applejack explains "She still does it to this day but it's more like business for her family, some ponies like big pumpkins and with her spell that does work on them, she can create bigger pumpkins."

Twilight Sparkle nods "Hmm, I could use a small one."  
Twilight walks over as Applejack does get more ponies to serve. Pumpkin Spice sees Twilight Sparkle coming over to her "Oh hello Twilight Sparkle!"

"Morning Pumpkin Spice" Twilight told her she looks around the booth the orange unicorn was standing in. There were many food products mostly Pumpkin stuff, heck even seeds. She did spots some pumpkins, they were bigger than normal, there were small ones.

"What can I get for you?" Pumpkin Spice asked.

Twilight continues to look around then decides to ask "Got any medium sized pumpkins?"

"I do" Pumpkin Spice said "I have all sizes!"

She turns and retrieves a medium sized pumpkin "Good enough?'

Twilight Sparkle nods "Yes, that's the right size."

"That'll be three bits" Pumpkin Spice said.

Twilight gives her the three bits "How much are you charging for a large?"

"Five bits" Pumpkin Spice said "Smalls are one bit."

Twilight Sparkle thanks Pumpkin Spice "Thanks, Pumpkin Spice, gotta go."

The orange unicorn watches as Twilight Sparkle walks off with the medium sized Pumpkin. Then continues on with work.

Meanwhile deep in the Everfree Forest a tall black insect pony like figure began walking out onto a path. She was black all over with a strange horn in the fact it wasn't completely straight like a Unicorn's were, in fact. Her green eyes carefully scanned the area. Her mane was Dark cerulean and so was her tail. She had strange holes in her legs though. She was Queen Chrysalis, the Queen of the Changelings.

She stomped on the ground angrily as she remembered that she ALMOST conquered Equestria. Remembering that she almost had Equestria caused her to close her eyes.

_**Flashback**_

_ Queen Chrysalis's Changeling army had just gotten Twilight Sparkle, Rainbow Dash, Rarity, Pinkie Pie, Applejack, and Fluttershy away from the Elements of Harmony. After sneaking past the Changeling Queen, Twilight frees Princess Cadence with her magic then Cadence restored Shining Armor back to normal. After failing to try to get his barrier up to repeal the invading army, Shining Armor and Princess Cadence unleash their full power of love and sent the Changeling Queen and her armies flying off into the light._

**End of Flashback**

Queen Chrysalis reopens her eyes growling angrily "I was so close! I was inches away from my true goal!"

She watches as a Changeling returns saluting "Queen Chrysalis, I bring good news."

The Changeling Queen was much bigger than her people about the same height and width as Princess Celestia. She turned "Speak up! What news do you have?"

The Changeling answers "Simple my queen, I've returned to say that Canterlot still hasn't replaced that barrier."

"That is actually good news!" Queen Chrysalis said "And they are quite of a days work of flying to it."

"Yes, my Queen" The Changeling spoke as Queen Chrysalis laughs "Good news is that when we do arrive to Canterlot, it will be nightfall, we'll use that time to sneak aboard and kill Princess Celestia and then our armies will swarm Equestria."

She then laughs out her evil laughter then after stopping for a while then turned to her Changeling minion "Go get the others and we'll start moving on!"

"Yes, my Queen" the Changeling said.

Queen Chrysalis just continues on laughing evilly at her new plan. Soon enough the Changeling Army with their Queen began to go towards Canterlot unaware that Christmas Gift whom had just finished delivering her run for the day, accidentally over heard the whole conversation, gasping the white Pegasi pony flies as fast as she could to Ponyville returning her bag, then flew straight home. If there was any pony that had any idea on Changelings, it would be her sister Harvest Leaf whom should've been home. Pumpkin Spice would be in Ponyville all day only coming home at night.

Harvest Leaf had just returned home. She was about to close the door when WHAM! The door flies open and Harvest Leaf found herself wishing Pinkie Pie was around her to predict this could've happened.

"HARVEST! HARVEST LEAF! Where are you?" Christmas Gift asked looking around.

She gets her response when she hears some pony groan. She turns watching as the door slightly begins to close and Harvest Leaf is in a slight daze but she is able to ask out "Oh, ever heard of knocking?"

"Sorry sis" Christmas Gift said "But do you have something in the history of Equestria about Changelings?"

"I do!" Harvest Leaf said "Why do you ask?"

"I over heard the Changeling Queen speaking up and it's not good."

Harvest Leaf listens to her younger sister for a moment with a confused look but gets the urgency of the message "Alright come with me to the archives."

The two ponies rushed to the archives to do some much needed research.

It was becoming night and both Applejack, and Pumpkin Spice were closing up for the night. Now it was only day one of selling these things and there would be plenty more. She would be prepared to reopen the place later on the next morning. Right now she was busy calculating the money and was JUST about to close up shop when one gray Pegasus Pony appeared. She had blond mane, and blond tail along with bubbles as her Cutie Mark. Applejack watches closely sure it would be okay for her cousin to have one extra sell in but Pumpkin Spice was a bit more less completive when it came to nightfall but she had a feeling Pumpkin Spice would let this one slide.

Seeing the pony Christmas Gift turns "Hello Derpy."

"Hello!" the Pegasi pony spoke "I know you are closing Pumpkin Spice, but do you still have some Pumpkin Muffins?"

Pumpkin Spice actually smiles "Of course I do Derpy." Using her telekineses, She fetches a bag full of Pumpkin Muffins "Here you go Derpy...That'll be one 2 bits."

Derpy pays the orange Unicorn and goes off giving her thanks "You make the best pumpkin muffins around."

Pumpkin Spice waves to Derpy "Thanks Derpy, you forget, I make only pumpkin products."

Derpy flies off leaving Pumpkin Spice to place the bits and record the last sail successfully closing the booth.

She turns as Applejack finishes up her work. The orange Earth pony turns to Pumpkin Spice "So how'd your sails go?"

"Smoothly as always" Pumpkin Spice tells her rival.

"Say cos, is Derpy a regular at your booth?" Applejack asked.

"Yes, she is" Pumpkin Spice responds "Always one of the regulars here and she always buys my Pumpkin Muffins."

"Hmm, perhaps I should consider making Apple Muffins" Applejack teased which caused Pumpkin Spice to literally turn to her cousin and turned giving her cousin her own teasing words even going as far as sticking her tongue out playfully while doing it "Yeah, like those will help your sails. Apple muffins do sound good but they won't compare to my Pumpkin Muffins."

Applejack gasps out "Yeah well I'll tell you what I can make that you might not be able to"

"What's that?" Pumpkin Spice asks.

Applejack grins "Why my family's apple cider!"

Pumpkin Spice had to admit that was a good one but she gives Applejack a warm smile "That maybe true Applejack but, you've always sold out of it."

Applejack hangs her head, it was true no matter how much cider the Apple Family made they always had ran out. Now that was one flaw in the Apple Family's products of arguably their best product. So far Pumpkin Spice had never ran out of her pumpkin products she sold. Ever sense Pumpkin Spice, Harvest Leaf, and Christmas Gift's mother and father died of an illness Pumpkin Spice was the only member of her family that sold the products and seemed to have a good idea in making sure she didn't sell out of anything.

Suddenly Harvest Leaf and Christmas Gift ran onto the scene.

Both Applejack and Pumpkin Spice stopped what they were doing.

"Pumpkin Spice, Applejack!" Christmas Gift and Harvest Leaf shouted.

Both Applejack and Pumpkin Spice temporarily halt what they were talking about seeing that Pumpkin Spice had won that banter usually it was Applejack winning their silly little rivalry banters but this time she had to admit Pumpkin Spice won that one with her last minute reminder speech of not selling out. Applejack saw no other verbal banter to say to her cousin and friendly rival.

"What's going on?" Pumpkin Spice asked.

Harvest Leaf rushes over towards her big sister with Christmas Gift flying as fast as she could. Normally this wouldn't get the attention of any other pony but it did get Rainbow Dash's attention whom was talking to a yellow Pegasi pony, she had a pink mane, tail and three butterflies on her flank.

"What was that?" The yellow Pegasi Pony asked.

"That must've been Christmas Gift" Rainbow Dash said "She looked worried come on Fluttershy, we've gotta see where where she's going!"

As always, Fluttershy was a bit more careful at doing stuff like that so after huffiing Rainbow Dash litterally moves behind Fluttershy and gives her a friendly push "This might concern us. I've just met Christmas Gift earlier today and I know one thing if Christmas Gift is scared out of her wits-"

"How could you tell?" Fluttershy asked.

Rainbow Dash answers "Because I heard heavy breathing while she was flying and also I saw that green Earth Pony whom is Christmas Gift's middle sister. She too was scared."

"F-F-F-For what reason?" Fluttershy asked.

"Who knows!" Rainbow Dash said "But we are going to find out. I have a hunch she's going to be with her oldest sister Pumpkin Spice."

Flutterhsy held her head but reluctantly agreed to fly with her friend.

Now the two ponies weren't the only ones to see this, for a white Unicorn with a dark blue, purplish mane and tail walked to the window of her fashion designing store. On her flank was three blue diamonds for her Cutie Mark. She doesn't understand what is going on but after seeing a white Pegasus and a green Earth Pony run by she knew it couldn't be a coincidence. She closes up her shop and begins to follow her insticts to where she might find the two ponies. Alongside her Pinkie Pie joined her halfway to the area surprisingly so did Twilight Sparkle.

Rainbow Dash, and Fluttershy were able to get to the area quicker than their other three friends for in front of them they had just seen Pumpkin Spice, Harvest Leaf, and Christmas Gift all together with Applejack looking concerned as well due to seeing Christmas Gift fly so fast that she knew both Harvest Leaf and Christmas Gift discovered something bad.

"What's going on?" Applejack asked.

"That's what I'd like to know" Twilight Sparkle answers was she, Rarity, and Pinkie Pie walk into the area.

Christmas Gift looked at Harvest Leaf whom turns to her as well "Go ahead, tell Pumpkin Spice and the other ponies here what you learned."

"I will" Christmas Gift told her "After I catch my breathe."

Harvest Gift turns to Pumpkin Spice "Let her catch her breathe for a second she flew as fast as she could to get me, then after checking the archives back home. Then flew at a fast pace, so she's out of breathe."

Christmas Gift gains her breathe in after about ten seconds "Thanks sisters." She takes another breathe before speaking out to every pony that was there "I overheard the Changeling Queen talking."

"The Changeling Queen?" Twilight Sparkle asked "Where is she?"

"In the Everfree Forest" Christmas Gift responds "I-I-I had just gotten done delivering my last package and was returning to Ponyville and over heard the Changeling Queen and talking to her people-"

Twilight Sparkle, Rarity, Applejack, Fluttershy, Rainbow Dash, and Pinkie Pie look at each other they certainly remembered the Changelings and this news wasn't going to be too pleasing while Pumpkin Spice cocked her head "What's a Changeling?"

Applejack turned answering "Did you even come to the Wedding?"

"What wedding?" the three sisters asked which Applejack sighed "The wedding with Twilight Sparkle's brother Shining Armor and Princess Cadence."

"Oh, that Wedding" Harvest Leaf said "We did arrive at the Wedding between the two but we saw no Changelings there."

"I'll repeat my question, what is a Changeling?" Pumpkin Spice asked.

Harvest Leaf answers for Twilight before she could even speak "According to the archives at home, are these shape shifting creatures. They have the power to turn into any pony one loves and steal the love out of the target to gain more power. They are lead by Queen Chrysalis their leader."

"Gee," Twilight Sparkle said turning to Harvest Leaf "Your archives really do have everything that happened and many other creatures here like Changelings."

"Of course" Harvest Leaf said "The Changelings were always around for many years but not considered as much of a threat sensing they never came out from where they were hiding. Anyway big sister Pumpkin Spice, Little sister Christmas Gift and my great, great, great, great grand father was the first historian of this town and he was the one that seen everything on Equestria."

Pumpkin Spice turns nodding thoughtfully even placing a hoof under her chin then turns to Christmas Gift "So what did you overhere?"

Christmas Gift responds eagerly turning to every pony "Well it appears the Changeling Queen wasn't too happy of her defeat at the hands of Shining Armor and Princess Cadence's love. However she plans to conquer Equestria!"

"How so? The same way they tried during the wedding?" Rainbow Dash asked.

Christmas Gift shrugs "Don't know how they are going to pull it off but they are going to kill Princess Celestia!"

"WHAT?" was the pony's response to the outburst.

"No wonder your so frightened" Pumpkin Spice told her youngest sister "You overheard an assassination plot!"

"Yes," Christmas Gift said.

"And with your big brother still on his honey moon with Princess Cadeance..." Rarity gasps "Oh, the Changelings could over throw the guards and get to Princess Celestia!"

"Girls!" Twilight Sparkle shouted "We must go to Canterlot! We have to warn Princess Celestia that the Changelings are coming back! Man, they were so numerous that we failed to get the Elements of Harmony to defeat them!"

"I'm with you Twi" Applejack said and not so surprisingly all of her friends, Rarity, Rainbow Dash, Pinkie Pie and Fluttesrhy spoke out together "You said it Applejack."

Pumpkin Spice turns to her three sisters whispering to them _"My sisters should we assist in helping cousin Applejack and her friends out?"_

Harvest Leaf takes her time to consider this but Christmas Gift immediately agrees to it whispering back _Say the word! Pumpkin Spice."_

Harvest Leaf then nods giving Pumpkin Spice her answer the orange Unicorn turns to Twilight Sparkle, and her cousin Applejack "I have been talking it over with my sisters and we've all agreed to help you try to warn Princess Celestia."

"Good" Applejack said with Twilight nodding "The more friends we have with us the higher are chances are to defending Princess Celestia."

"Well you certainly got ours" Pumpkin Spice said "Plus you'll have more proof insuring Princess Celestia that danger is on it's way other than what you heard. You had some pony that was able to listen in on this even if it was by accident and she's with you."

"That's right me!" Christmas Gift said excitably.

"Exactly" Twilight Sparkle admitted "Alright, now with this information set in let's get some rest for the night and we'll go to Canterlot together."

"Alright!" was the response.

With this new information the ponies went home for the night.

Queen Chrysalis and her Changeling Army were still at least a days away from Canterlot. The Changeling Queen looks up at the Castle floating in the sky even in the fairest distance she could see it. This time she was determined to kill Princess Celestia and conquer Canterlot. However another Changeling soldier arrived bowing to her "Queen Chrysalis, I've just got word there was a pony that could've overheard your plan getting inside Canterlot will be a challenge."

Queen Chrysalis laughs "YOU should've told me about that before we moved on...However have you forgotten our ability to change into ponies?"

"No, but they'll know about us!" the Changeling said but Queen Chrysalis waves him off "So they might be prepared, and this will be a bit harder for us to do it but we will show those peaceful ponies what war is like!"

The Changeling grins "So we are going too?"

Queen Chrysalis nods evilly "Yes, if those Ponies thought that fighting us off during the Wedding was hard, they don't know the meaning of the word War. If they do try to put up the fight, well my Changeling Minions, it would be time to show them what war is like!"

The Changelings now knew that their Queen spoke the truth, sure they lost the battle during the Wedding day, but that didn't mean they knew what war was like. It was time to teach them that and by conquering Canterlot and killing Princess Celestia first, it would be a massive blow.

The Changelings then all joined in with their Queen. For their Queen was brilliant. Princess Celestia and those warning her might've been expecting their arrival but the Changelings would show them something that they weren't expecting and that thing was War.

The Changeling Army would be glad to show the ponies what that word meant and how they would do it, it would be the greatest blow to them by killing Princess Celestia.

Queen Chrysalis smiles "Oh yeah, when we do go to Canterlot, Princess Celestia is mine,"

"But my queen do you still have Shining Armor's love for Cadence?" another Changeling asked.

Queen Chrysalis nods "I do, and it was powerful to over throw Princess Celestia...Besides" she lifts up her tail which now had a poison barb on it "The great Cluny the Scourge whom is a friend of mine taught me this when we first met." she whirls the barb around cutting wood in half "I'm now more prepared for this final battle!"

The Changelings advanced under her command. Now with murderous intent on their mines.

_The scene ends with a tapestry of the Changelings heading straight toward Canterlot_.

**End of Chapter! In this first chapter we got a feel of Pumpkin Spice and Applejack's rivalry. The Changelings are making their move! Can our pony heroes along with their new friends warn Princess Celestia in time? Find out next. Chapter 2: Equestria Falls! **

**_A/N Normally I'd go with the My Little Pony Friendship is Magic Theme Song, but this fanfic is going to be different, in the fact that there will be deaths in it, I'm attempting to try to make it almost Redwall the animated series when it was on, that is why I put in the Redwall Theme Song, for those that want to hear it, it is on Youtube. Also starting in the next chapter I will be repeating where the Tapestry of the previous chapter leaves off and end it with a new ending Tapestry._  
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	3. Chapter 2: Equestria Falls

Chapter 2: Equestria Falls

**Disclaimer: I do not own My Little Pony Friendship is Magic. I do own Pumpkin Spice, Harvest Leaf, and Christmas Gift.**

** Redwall Opening Theme**

** Commercial Break**

** Back to Show**

_The Opening scene shows the tapestry beginning to show Pumpkin Spice's rivarly with Applejack, to Christmas Leaf over hearing the plot to finally the Changelings heading straight toward Canterlot._

It was morning once more Pumpkin Spice, Harvest Leaf and Christmas Gift were just getting up. They had to get up early and it was normally Pumpkin Spice that was up this early. The orange Unicron was now trying to get her sisters to wake up. They had to get to Twilight's Library soon. They did have information that Celestia might be killed if they didn't try to warn her.

"Come girls!" Pumpkin Spice pleaded with her younger sisters "You two have to get up!"

"A few more minutes" was the response from the two.

"Look if I can get up early to farm the pumpkins, you two can do it too today" Pumpkin Spice mutters.

She looks around to see a pale of water she used her telekinesis on it and looks at her two sleeping sisters then she sighed "Forgive me my sisters...If this were a normal day I'd let you two sleep in however...This is a desperate day...As every pony says...Desperate times call for desperate measures..."

With this she hurls the pot of ice cold water onto her two sisters! Immediately the two younger siblings bolted upright.

"Pumpkin Spice!" Christmas Gift shouted.

"What was that for?" Harvest Leaf asked.

Pumpkin Spice just sighs out once "We have to meet Twilight Sparkle in her library. The more time we waist not meeting them, the more time the Changelings have to getting closer on their goal."

"Oh yeah!" the two shouted jumping up right and onto their hooves with Christmas Gift stretching her wings "That's right we are going to Canterlot to speak to Princess Celestia."

Pumpkin Spice nods "Yes, like I said normally I'd let you two sleep in but we have to meet Twilight Sparkle so we along with her friends can warn Princess Celestia of the upcoming threat."

Pumpkin Spice begins to walk out as her two sister fully wake up.

The two shake their sleepy heads but eventually follow suit. The three sisters walk down into Ponyville. They looked around Ponyville no other pony seemed to have known on what was coming or going to happen in the future.

"You'd think every pony be worried about what we know" Harvest Leaf told her two sisters.

"It's because no pony told them" Christmas Gift admitted with Pumpkin Spice agreeing "And it's probably best like this, it'll hurt every pony's feelings if this happened...Plus every pony would panic and that's what We don't need."

The three made their way to the library where Twilight Sparkle waited alongside Applejack. Once the two ponies saw the three sisters the two waved.

"Hey, Pumpkin Spice, Harvest Leaf, and Christmas Gift!" Twilight Sparkle spoke out towards them.

"Cousins!" Applejack shouted.

The three sisters smiled as they welcomed the two ponies "Good morning cousin Applejack and you too Twilight Sparkle! We hope we aren't too late!"

Twilight Sparkle smiles using her own telekinesis to open the door "No, the others are coming, you're right on time!"

She and Applejack lets the three sisters in the library.

"Whoa!" Harvest Leaf spoke "I must remember to pay a visit here more often."

Twilight Sparkle smiles "Of course I'd be happy to have you visit, but I would assume you have lots of books historian."

The five ponies here laughter coming up from the stairs. The three sisters turn to see a small purple baby Dragon. Harvest Leaf and Pumpkin Spice give each other a look as if they knew him from somehow. The baby dragon looks at them "Oh hello there, are you three new?"

"No" Applejack answers "They've always been in Ponyville, and they are my cousins" she places one leg on Pumpkin Spice's back "My rival and oldest Cousin Pumpkin Spice here" She points to Harvest Leaf "My Middle Cousin Harvest Leaf" then finally she points over to Christmas Gift "And the youngest Christmas Gift."

"Then were were you three ponies?" Spike asks them.

"I spend most of my time in my pumpkin patch preparing them for the harvest time" Pumpkin Spice said.

"I deliver gifts to every pony in Equestria" Christmas Gift said.

"And I'm Ponyville's recorder and historian" Harvest Leaf answers.

"Wow! No wonder I don't see you Harvest Leaf nor Christmas Gift...However I must say Ive seen Pumpkin Spice around selling her pumpkin products..." Spike pauses "Hey, wait a second, Applejack, Pumpkin Spice is your biggest rival? Why?"

Applejack smiles "Pumpkin Spice and I carry a friendly family rivalry. Due to our differences, she sells Pumpkins and I sell apples. Now our rivalry isn't usually shown until it's time for the sells of our products..."

"Which normally would be now" Pumpkin Spice said with Applejack grinning but then the two turned serious "But something's bad came up" The two admitted together.

"Food shortage?" Spike asked.

"NO!" was the response.

Twilight Sparkle turns "Oh good! Here comes the others right on schedule."

Two by two the rest of the ponies came. The first two to arrive after the three sisters were Rainbow Dash and Fluttershy. Then the last two were Rarity and Pinkie Pie and once in Pinkie Pie announces her arrival in her usual fashion "Hello girls! And Good morning every pony!"

"Morning Pinkie Pie!" was the response.

"Alright now that every pony is here" Twilight Sparkle began "Are we ready to go to Canterlot?"

"What for?" Spike asked.

Twilight Sparkle looks at her friends and her new friends as if undecided to tell Spike. They all nodded minus the three sisters whom were puzzled as they didn't know much about the baby Dragon and showed it to each other's look heck even Christmas Gift shrugged but eventually agreed with the rest of the Mane Six.

Twilight Sparkle turns over towards Spike "Spike, what we all have to say isn't to be talked to the other ponies including the Cutie Mark Crusaders."

"Oh? Why not?" Spike asks.

"Because it'll cause a panic" Harvest Leaf said "In the archives in the past it has been proven that panic doesn't solve anything...It'll make the situation worse..."

At hearing this every pony looks at Twilight Sparkle for it was her once that was panicky because she was 'visited by her future self' and assumed she was warning of danger. She panicked and it was all for nothing.

Twilight tries to ignore that memory and get onto the matter at hand so she answers Spike as he nod "Alright I'll be quiet."

Twilight Sparkle then answers "Christmas Gift overheard the Changeling Queen talking with her forces that she's going to lead them to kill Princess Celestia."

"WHAT?" Spike asked "Then I'm going with you! Celestia must be warned and the best way to warn her ahead of time is to write to her."

"I know that normally would help" Pumpkin Spice said "Especially how you send it but suppose they are about to attack Canterlot?"

"Oh good point."

Twilight Sparkle thinks on it "Although Spike, do write to her and tell her we are arriving as soon as possible."

"Right away Twilight!" Spike said writing a note and sending it to Princess Celestia.

Now that was done the group of ten caught the train to Canterlot and began their own journey to it which was faster than the Changeling's movement.

That being said the Changelings under their queen Chrysalis were getting closer and closer. Using shadows to their advantage. Along the way she was able to gain more of her minions as she and her armies get closer to the castle. She suspected by the time they would eventually get to Canterlot it would be nightfall.

"This is too perfect!" Queen Chrysalis said smiling "Every pony will be sleeping and it will enable us to conquer Canterlot.

"B-B-B-But what about Princess Luna?" a Changeling asked her.

Queen Chrysalis laughs evilly "Bring her on as well I'll kill her as well!"

The Changeling Queen rubs her hooves together evilly "But Celestia will fall first."

A pony appears in front of the Changeling Queen bowing to her before revealing himself to be a Changeling minion "My Queen Shining Armor and Princess Cadence are still out on their honey moon."

This brightens his Queen's mood "Good. Without them we won't be repealed. Still the Elements of Harmony could be used against me, once we invade Canterlot I want to make sure the ponies can't get it."

"Right away" was the response as she straightens up "And in order to do this WE must double our efforts to get there!"

The Changelings agreed to go with their Queen. It wouldn't be long though for now with the information that Shining Armor and Princess Cadence weren't around, the Changelings and their Queen were going faster. Things were looking harder than they were for the ponies. They knew that things were looking there way. The faster they got there the more harder it was for the ponies to know exactly what was coming. Despite having a Pegasi overhearing them, there element of surprise may have been gone but they had more time to plan ahead of their offensive take over of Equestria!

Back in Canterlot the Mane Six, and the three sisters had just reached Canterlot. It had been the third time the three sisters had ever been to Canterlot. A castle city floating in the sky. The first time the three had been there was for the Hearts Warming Eve play mostly to watch their cousin Applejack participate in the play, then the second was the Royal Wedding and in both cases to make it fair they didn't pay much attention to the detail of the main capitol of Equestria. Now for their third time in Canterlot the sisters were paying A lot of attention to it.

"So this is Canterlot" Christmas Gift said "Our main capitol."

"Indeed it is Christmas Gift" Applejack said "My friends and I have been here, long enough to know where almost everything is."

"I should know most of the area" Rarity said "I had to spend an entire week here. And I must say the ponies here aren't like the ponies in Ponyville, some especially the rich ones tend to act like snobs."

"Oh Rarity why would you say that?" Pinkie Pie asked she got her answer when two random ponies walked by closing their eyes before trotting off.

"I'm guessing that was a reason" Pumpkin Spice said with Twilight Sparkle sighing "Sadly, that is the case, I was once like them only because I was too busy studying..."

"But you've changed" Harvest Leaf said "And now you have lots of friends."

Twilight Sparkle smiles "Yeah, you're right."

Pinkie Pie agrees "Yeah, and you are one of the greatest ponies to be friends with!"

"Thanks Pinkie Pie!" Twilight Sparkle spoke.

Applejack then points over towards the castle "And were almost to the castle! And look who's coming out to greet us!"

The nine Mares and Spike look over to see a white alicorn coming out shouting her name "**PRINCESS CELESTIA!**"

Sure enough it was Princess Celestia one of the two co-rulars of Equestria. She was a pure white pony with a horn and wings. Her mane along with her tail was also beautiful, being made up of not one but four colors which were Light Cerulean, light turquoise, very light cobalt blue, and pale heliotrope. Now on her flank was a small miniature Sun. She was supported by her guards. The royal Princess seen the nine mares and Spike riding on Twilight's back. The last time she ever seen Twilight and her friends, it was during the Royal Wedding between Twilight's brother Shining Armor and her niece Princess Cadence. She actually smiled that Twilight brought three new friends.

Something however puzzled the Princess. She looked at all nine of her subject's faces and she could see that they had something troubling them. She also had a feeling from Spike's letter that their visit wasn't a visit where they would chat she had a feeling it was a bad situation they all knew of. She and her Guards proceeded to meet the nine mares and baby Dragon. Once they were close together the nine ponies and dragon look at Princess Celestia glad that the Changelings hadn't gotten to her first.

"Hello my little ponies" Princess Celestia said "I just received your note Twilight Sparkle. Now what is it that you needed to talk to me about?"

Twilight Sparkle answers "My Princess, it's not just me that wants to talk to you about this matter but my friends and new friends want to talk to you about it as well...Can't the eleven of us talk to you in private?"

Princess Celestia reads her student's and every other pony's emotions and decides to do it "Alright." she steps aside turning to the Guards "Let them follow me, we're going to talk in private."

"Yes, Princess Celestia" the guards tell her allowing the nine ponies and Baby Dragon to follow the Princess of Equestria.

Princess Celestia leads them all to her private throne room, the area where the Royal Wedding was held. Once in the room Princess Celestia used magic to shut the doors then turn to the ponies that were with her.

"Now what is it that you all need to talk to me about?" she asks.

Twilight Sparkle begins the explanation "Princess Celestia, here me out Christmas Gift here-"

Christmas Gift finishes the explanation before Twilight could finish "I over heard the Changelings and their Queen, er what's her name?" she pauses trying to remember the name Harvest Leaf mentioned was the Queen of the Changelings she looks at Harvest Leaf for help and Harvest Leaf whispers "Queen Chrysalis." "Thanks" Christmas Gift said she turns back "Anyway I over heard Queen Chrysalis talking to her forces that she plans...To, to" the young Pegasi couldn't even utter out the last word and nearly burst into tears at the what if memory that even with the knowledge that the Changelings succeeded. SHe turns her head a buries it into Pumpkin Spice's chest and the oldest sister uses telekinesis on her to allow her to hug her youngest sister back "There, there, let it all out."

"Is she okay?" Princess Celestia asked concerned.

"She hopefully will" Pumpkin Spice assures her still hugging trying to comfort her youngest sister allowing Rainbow Dash to speak to Celestia ending what Christmas Gift should've ended with "What Christmas Gift tried to explain was Queen Chrysalis wants to kill you."

Spike pleads with the Princess "Please Princess Celestia! You've gotta believe us or at least Christmas Gift she overheard it."

Princess Celestia understands why Spike was like this. During the Royal Wedding, Twilight Sparkle suspected that the Princess Cadence was an imposter! But when she tried to warn her own friends, her big brother and even Princess Celestia that that the Princess Cadence was fake. No one believed her, Princess Celestia herself remembered giving Twilight 'You have a lot to think about' speech. Twilight's suspicions were proven right and as a result because of this, the Changeling Queen was able to steel every bit of Shining Armor's love and use it to over power Princess Celestia.

The Princess closes her eyes mentally cursing herself for not listening to Twilight Sparkle's warning. It was a warning she could've beaten the Changeling Queen had she taken it seriously and not shrugged it off. Seeing that Christmas Gift overheard it and the fact that she was crying still right in Pumpkin Spice's chest, this had to make this threat real she didn't want a repeat of what had happened, she had to admit the Changelings nearly had Canterlot and Equestria in their hooves.

Princess Celestia nods "Of course I will, I'm not about to repeat my mistake I had with the Changeling months ago, we must be prepared for this new attack, but without Shining Armor nor my niece, things are going to be a lot harder than normal."

"They were hard to fight off and it was the first time we've failed to reach the Elements of Harmony" Twilight Sparkle admitted.

"But we did a good job knocking some teeth out of them!" Rainbow Dash declares bashing her hooves together "Which we'll have to do to them when they arrive."

"But this time we'll have the Elements of Harmony with us" Pinkie Pie suggested.

"That will be a plus" Princess Celestia admitted she looks serious "My guards must be alerted."

Twilight Sparkle nods "We'll need to defend you no matter what Princess!"

"Christmas Gift, Harvest Leaf and I will defend her" Pumpkin Spice said "The reason is because the three of us don't have the Elements of Harmony..."

"Besides even with all her guards, they will be needed outside to defend against them" Harvest Leaf admitted.

"They are right" Princess Celestia said "All available guards will be outside, the rest of you will need to find the Elements of Harmony. But right now every pony help me gather up the guards." She then turns to Christmas Gift "Except for you, you need to go to the bell tower and be prepared to ring out it's warning at my single."

"Right!" Christmas Gift said bowing to Princess Celestia then saluting her.

The ponies get ready for the attack that was about to happen. They hoped they would be fully prepared this time.

As night fell the Changeling Armies would get to Canterlot at night fall. Queen Chrysalis had just reached Canterlot. The moment she and her forces arrived in Canterlot she immediately went straight for the castle but knew somehow that the Elements of Harmony would be used against her. She had to make sure this didn't fall into her hands. Instead of heading straight for the castle she lead her armies in a detour towards the area of the castle that wasn't guarded. It was at this time Twilight Sparkle, Applejack, Fluttershy, Rainbow Dash, Rarity, and Pinkie Pie were just getting out of the area where they would find the Elements of Harmony. It was night and the six ponies were not expecting anything. Suddenly green meteorite like blasts fell from the sky startling the six ponies.

"What the hay?" Rainbow Dash asked "Is every pony okay?"

"Yes" Fluttershy said "I am."

"We all are" Twilight Sparkle said as the others nodded then they turned to see the Changelings appear surrounding them "Oh great...There here."

"So soon?" Rainbow Dash demanded.

Suddenly in front of their eyes stood the Changeling Queen, Queen Chrysalis, of course she shouldn't had been that hard NOT to miss. For she was as tall as Princess Celestia herself.

"Queen Chrysalis!" the six ponies shouted

Queen Chrysalis smiles "That's right it is me! And I'll make sure you won't use those Elements of Harmony!"

"We'll see about that!" Twilight Sparkle shouted she is then forced to gasp as she sees the Changeling Queen's horn glowing green then she sent green flames at the six ponies.

Quick thinking saved the six ponies as Twilight Sparkle calls upon a purple barrier which covers the whole group protecting them although the barrier was destroyed.

"Alright girls!" Twilight Sparkle shouts "Time to let her-"

She doesn't get the time to complete her sentence for Queen Chrysalis sends out a sticky green glue like substance and it strikes her in the mouth gluing her mouth nearly shut. The purple unicorn tries to get it out of her mouth but can't.

"Twilight!" the rest of her friends shouted before they too get the same mouthful of the same substance. With their mouths glued they tried to get their mouths unglued.

The six try their hardest but soon find that the Changelings were surrounding them and the Changeling Queen wraps a rope tying the six ponies together "You will make prisoners for my minions to feast over your love!"

The six ponies try to get free but it is useless as Queen Chrysalis turns to her Changeling army that was surrounding the six ponies "You are on guard duty, keep them prisoners."

She turns pointing to five of other Changelings "Time to give Princess Celestia a curtain call."

Twilight and her friends watch horrfiyed as the Changelings change into them, with their Queen turning into Twilight Sparkle.

The fake Twilight Sparkle turns towards the real one laughing evilly "You're Princess won't know what hit her. She's as good as dead now!"

**(Commercial Break)**

**(Back to show)**

Twilight Sparkle, Rainbow Dash, Pinkie Pie, Fluttershy, Applejack, and Rarity couldn't believe what they had seen. Even when they were prepared against the Changelings, they had seriously underestimated them. Now they were going to pay the price.

They could only watch as the Changeling Queen along with the other fake ponies run off towards Canterlot while the rest of the Changelings that had surrounded them guarded them.

They could only hope for a miracle.

While they were being guarded Queen Chrysalis and her fake pony friends arrive at Canterlot. The Guards had already been fighting against the Changeling army but they watched as Twilight Sparkle, Rainbow Dash, Rarity, Pinkie Pie, Applejack, and Fluttershy ran by and it was the Changeling Queen in disguise of Twilight Sparkle that fooled them greatly "The Changelings have been defeated" She lied to them "We already stopped Queen Chrysalis so no use fighting."

The Guards look undecided if that was true then why were the Changelings still attacking them. It was as if the Changelings that they were fighting understood that the six ponies were fakes and indeed on their side. They decided to play along vanishing and the guards relaxed a bit. They missed a secret wink that was caught by the Changeling Army. When she had killed Princess Celestia, the Changelings would spring up again this time surprising the guards.

"Foolish" The Changeling Queen spoke to herself as she makes her way to the throne room where Pumpkin Spice, Harvest Leaf and Christmas Gift had seen them from the looks of their faces, Queen Chrysalis knows that they know what had happened to the real ones thanks to Christmas Gift.

"So you're Changelings" Pumpkin Spice said looking at the six Changelings "My sisters we must protect Princess Celestia."

"Right!" was the response.

"How foolish" the Changeling Queen said and with her horn glowing green she attacks the three sisters. "Sisters move!" Pumpkin Spice said she uses her magic to try to block the oncoming beam as her two sisters get out of the way, the beam collides but unlike Princess Celestia's beam which had equal power to the Queen's blast it easily cut threw Pumpkin Spice's blast and strikes her sending her crashing into the ground injured.

"Pumpkin Spice!" Harvest Leaf shouted in worry.

"Sister!" Christmas Gift shouted the two ran over to their oldest sister. They sighed with relief as Pumpkin Spice insures she is okay "I'm fine for now..."

Queen Chrysalis laughs evilly "You see I'm much more stronger than any pony! I still have Shining Armor's love and that topples even Princess Celestia!"

The five Changelings were at her side and she turns to them "Take care of these three ponies, I don't care how you do it kill them, or kill them, just keep them busy, I got a one-way ticket to Princess Celestia!"

"Alright!"

She goes ahead while the two younger sisters turn to Pumpkin Spice "Are you sure you'll be okay?"

"I will" Pumpkin Spice said "I'll have to be, because here they come!"

The five Changelings still disguised as the five mane ponies charge as the sisters give them a counter charge. Dust clouds form as the eight collide. Queen Chrysalis manages to find Princess Celestia whom was waiting for the Changeling Queen if she got past the three ponies in front of her chambers which she just happened to do. Now what she wasn't expecting was her own student appearing.

"Twilight Sparkle?" she asked "Where are your friends?"

"Oh they are outside" the fake Twilight lied and Princess Celestia rushes out "Don't tell me the three ponies were Changelings all along."

She goes to open her door leaving herself unprotected and the fake Twilight takes aim and fires at the back of PRincess Celestia's neck. The green blast hits Princess Celestia in the back of her neck. The Princess goes flying to the ground dazed. She turns her head "What? Twilight Sparkle?" she asked.

She is still dazed as she sees the horn glowing green "Wait...You're not Twilight."

"Correct" came the fake reply and Queen Chrysalis stands in her place.

"Chrysalis!" Princess Celestia shouted.

The Changeling Queen nodded "Yes, and soon Equestria will be overwhelmed starting with your death!"

"We'll see about that!" Princess Celestia shouted.

Then the two charge locking horns with Princess Celestia growling "You won last time because you caught me off guard but that won't happen a-"

While she was locking horns with the Changeling Queen, Chrysalis raised her poison barbed tail and strikes out with it striking the Princess across her face with it. A bloody slash mark was seen across Princess Celestia's face as it's poison quickly sets in. She backs away feeling that she had been poisoned "You caught me off guard again but this time I'll have the last move!"

Princess Celestia raises up and unleashes a sun blast at Queen Chrysalis whom stands her ground and unleashes a blast of her own which collides seemingly to stop as if they were even.

Back with the Mane Six they were now worried, now they were almost had given off hope as the Changelings were all too willing to start steeling their love to gain more power. One Changeling spoke "Screw this waiting, I'm sucking them all dry now!"

"You're disobeying our queen!" another shouted.

"I know but I can't help it!" he shouted he looks at Twilight "And you'll be first!"

Before he could start a dark colored beam comes down washing over them.

The Mane Six turn to see a blue and black unicorn she had a complete blue mane and tail with wings on her flank was a moon. It was Princess Luna!

The Princess of the Night uses her magic to free the six captured ponies of their glue then uses it to free them.

"Princess Luna!" the group shouts.

Princess Luna nods silently as she and the Mane Six fight threw the Changelings and even fighting their way threw to the castle. Which the guards wanted to hurt the six ponies and would've had Princess Luna not been with them. Instead they let them in. The seven go to see where the three sisters fight a battle against the five impersonating Changelings. They were instantly defeated by Princess Luna and turn back but it was apparent that she didn't kill them just dazed them.

It was then Applejack sees Pumpkin Spice injured "Pumpkin Spice! Are you okay?"

"Nothing I couldn't handle" She said.

"Where is the Changeling Queen?" Twilight asked.

"Got past us" Pumpkin Spice said "We've gotta. Arrgh!"

The orange Unicorn kneels on the ground as the mane six including Spike now run to her.

"That wound needs medical treatment" Princess Luna said she looks "I'll go help my sister."

"Well go with you Princess" Fluttershy said "That is if you wouldn't mind."

Princess Luna nods "Oh alright."

Harvest Leaf and Applejack support the injured Pumpkin Spice's weight as they get closer. Inside the doors of Princess Celestia's chambers the incredible battle between Princess Celestia and Queen Chrysalis came at an abrupt end for one of them. The poison from the Changeling Queen's barbed tail had weakened Princess Celestia up to the point where her blast was as just as worthless as Pumpkin Spice's blast. The combined blast strike Princess Celestia in her horn and she slumps down. Queen Chrysalis approaches the fallen Princess as she tries to stand "I mustn't fall" she said.

Queen Chrysalis smiles "Too bad it has happened" she raises her barbed tail but hears the doors open and ten ponies one being the Princess of the Night Princess Luna had appeared and Princess Celestia gives out one last order to her younger sister "Luna! Take Twilight, her friends and their new friends and run! Retreat...and keep them safe!"

"But" Princess Luna shouted.

"Do it!" Princess Celestia said "Please!"

Princess Luna nods "Alright...Come on every pony."

Just as they were about to move away from the scene in front of their eyes Queen Chrysalis finishes Princess Celestia off blasting the Princess in her heart with her magic. The Princess gives out a painful cry as Queen Chrysalis then uses her poison barbed tail to sink it into her brain before removing it thus killing Celestia.

"PRINCESS CELESTIA!" was the response.

Princess Luna feels the loss as well and looks around as her own guards come to get them out of the conquered area. As the ten left all of them were crying at the loss they had failed to save Princess Celestia and the Changelings had won.

_The Scene ends with a new tapestry of the ponies making their way to Canterlot to the Changeling's attack on the mane six and finally with the triumphant Changeling Queen over Princess Celestia._

**End of Chapter! Hey it's getting late but it's up! Queen Chrysalis has won the the battle for Canterlot and Equestria has fallen. What will happen in the next chapter? find out. Chapter 2: Princess Luna's Sorrow.**_  
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End file.
